##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 20549




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Form 10-Q



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|                                 |  |                                                                                                 
|-------------------------------- |  | ------------------------------------------------------------------------------------------------
|(Mark One)                       |  |                                                                                                 
|þ                                |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     
|                                
|                                 |  | For the quarterly period ended March 31,
    2003.                                              
|                                
|Or                              
|                                
|o                                |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|                                
|                                 |  | For the transition period
    from           to           .                                     
|Commission file number: 01-10920



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Fisher Scientific International Inc.

(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | Delaware                                
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)
|                                                                  
|One Liberty Lane
    Hampton, New Hampshire                        |  | 03842(Zip Code)                         
|(Address of principal executive
    offices)                       |  |                                         

Registrants telephone number, including
area code: (603) 926-5911



---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days:     Yes þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act)     Yes þ          No o

The number of shares of Common Stock outstanding
at May 13, 2003 was 54,809,640.



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TABLE OF CONTENTS



|                                                                            |                                                                                                 |  |  |  |  |  |  | 
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                                            | Item 1 -- Financial Statements                                                                 
|STATEMENT OF CASH FLOWS                                                    
|STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
|                                                                            | NOTES TO FINANCIAL STATEMENTS                                                                  
|                                                                            | Item 2 -- Managements Discussion and Analysis of Results of Operations and Financial Condition
|                                                                            | Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                           
|                                                                            | Item 4 -- Controls and Procedures                                                              
|PART II -- OTHER INFORMATION                                               
|                                                                            | Item 6 -- Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                                                                  
|EX-10.15 2003 EQUITY INCENTIVE PLAN                                        



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

For the quarter ended March 31,
2003


INDEX

|                                    |  |   |    |                                                                                                                         |  |      |    | 
|----------------------------------- |  | - | -- | ----------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                    |  |   |    |                                                                                                                         |  | Page
|                                    |  |   |    |                                                                                                                         |  | No. 
|                                    |  |   |    |                                                                                                                         |  |     
|Part I  FINANCIAL
    INFORMATION: |  |   |    |                                                                                                                        
|Item 1                              |  |  |    | Financial Statements:                                                                                                   |  |      |    | 
|                                    |  |   |    | Introduction to the Financial Statements                                                                                |  |      | 2  | 
|                                    |  |   |    | Statement of Operations  Three Months Ended
    March 31, 2003 and 2002                                                |  |      | 3  | 
|                                    |  |   |    | Balance Sheet  March 31, 2003 and December
    31, 2002                                                                |  |      | 4  | 
|                                    |  |   |    | Statement of Cash Flows  Three Months Ended
    March 31, 2003 and 2002                                                |  |      | 5  | 
|                                    |  |   |    | Statement of Changes in Stockholders Equity
    and Other Comprehensive Income  Three Months Ended
    March 31, 2003 |  |      | 6  | 
|                                    |  |   |    | Notes to Financial Statements                                                                                           |  |      | 7  | 
|Item 2                              |  |  |    | Managements Discussion and Analysis of
    Results of Operations and Financial Condition                               |  |      | 15 | 
|Item 3                              |  |  |    | Quantitative and Qualitative Disclosures About
    Market Risk                                                          |  |      | 21 | 
|Item 4                              |  |  |    | Controls and Procedures                                                                                                 |  |      | 22 | 
|Part II  OTHER
    INFORMATION:    |  |   |    |                                                                                                                        
|Item 6                              |  |  |    | Exhibits and Reports on Form 8-K                                                                                        |  |      | 23 | 
|SIGNATURE                           |  |   | 24 |                                                                                                                        

1



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

PART 1  FINANCIAL
INFORMATION






|         |                     
|-------- | --------------------
|Item 1  | Financial Statements

INTRODUCTION TO THE FINANCIAL
STATEMENTS

The financial statements included herein have
been prepared by Fisher Scientific International Inc.
(Fisher, the Company or we),
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and
regulations. The December 31, 2002 balance sheet is the
balance sheet included in the audited financial statements as
shown in the Companys 2002 Annual Report on
Form 10-K. The Company believes that the disclosures are
adequate to make the information presented not misleading when
read in conjunction with the financial statements included in
the Companys Annual Report on Form 10-K for the year
ended December 31, 2002.

The financial information presented herein
reflects all adjustments (consisting only of normal-recurring
adjustments) that are, in the opinion of management, necessary
for a fair presentation of the results for the interim periods
presented. The results for interim periods are not necessarily
indicative of the results to be expected for the full year.

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

STATEMENT OF OPERATIONS

(In millions, except per share data)


(Unaudited)


|                                                                                         |         |                 |       |      |  |   |       |      | 
|---------------------------------------------------------------------------------------- | ------- | --------------- | ----- | ---- |  | - | ----- | ---- | 
|                                                                                         |         |                
|                                                                                         |         | Three Months   
|                                                                                         |         | Ended March 31,
|                                                                                         |         |                
|                                                                                         |         | 2003            |       | 2002
|                                                                                         |         |                 |       |     
|Sales                                                                                    |         | $               | 833.4 |      |  | $ | 775.5 |     
|Cost of sales                                                                            |         |                 | 614.9 |      |  |   | 570.4 |     
|Selling, general and administrative expense                                              |         |                 | 157.7 |      |  |   | 151.3 |     
|                                                                                         |         |                 |       |      |  |   |       |     
|Income from operations                                                                   |         |                 | 60.8  |      |  |   | 53.8  |     
|Interest expense                                                                         |         |                 | 22.3  |      |  |   | 23.9  |     
|Other (income) expense, net                                                              |         |                 | 44.4  |      |  |   | (0.1  | )   
|                                                                                         |         |                 |       |      |  |   |       |     
|Income (loss) before income taxes and cumulative
    effect of accounting change         |         |                 | (5.9  | )    |  |   | 30.0  |     
|Income tax provision (benefit)                                                           |         |                 | (5.0  | )    |  |   | 10.2  |     
|                                                                                         |         |                 |       |      |  |   |       |     
|Income (loss) before cumulative effect of
    accounting change                          |         |                 | (0.9  | )    |  |   | 19.8  |     
|Cumulative effect of accounting change, net of tax                                       |         |                 |      |      |  |   | (46.1 | )   
|                                                                                         |         |                 |       |      |  |   |       |     
|Net loss                                                                                 |         | $               | (0.9  | )    |  | $ | (26.3 | )   
|                                                                                         |         |                 |       |      |  |   |       |     
|Basic income (loss) per common share before
    cumulative effect of accounting change   |         | $               | (0.02 | )    |  | $ | 0.37  |     
|Cumulative effect of accounting change, net of tax                                       |         |                 |      |      |  |   | (0.85 | )   
|                                                                                         |         |                 |       |      |  |   |       |     
|Basic net loss per common share                                                          |         | $               | (0.02 | )    |  | $ | (0.49 | )   
|                                                                                         |         |                 |       |      |  |   |       |     
|Diluted income (loss) per common share before
    cumulative effect of accounting change |         | $               | (0.02 | )    |  | $ | 0.34  |     
|Cumulative effect of accounting change, net of tax                                       |         |                 |      |      |  |   | (0.80 | )   
|                                                                                         |         |                 |       |      |  |   |       |     
|Diluted net loss per common share                                                        |         | $               | (0.02 | )    |  | $ | (0.46 | )   
|                                                                                         |         |                 |       |      |  |   |       |     
|Weighted average common shares outstanding:                                              |         |                 |       |      |  |   |       |     
|                                                                                         | Basic   |                 |       | 54.7 |  |   |       | 54.2 | 
|                                                                                         |         |                 |       |      |  |   |       |     
|                                                                                         | Diluted |                 |       | 54.7 |  |   |       | 57.6 | 
|                                                                                         |         |                 |       |      |  |   |       |     

See the accompanying notes to financial
statements.

3



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FISHER SCIENTIFIC INTERNATIONAL INC.

BALANCE SHEET

(In millions, except share data)


|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |         |       |         | 
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------------------------------------------ | ------------ | ----- | ------- | ----- | ------- | ----- | ------- | 
|                                         |                                                                                                                                                                                                                                | March 31,                  |                                            | December 31,
|                                         |                                                                                                                                                                                                                                | 2003                       |                                            | 2002        
|                                         |                                                                                                                                                                                                                                |                            |                                            |             
|                                         |                                                                                                                                                                                                                                | (unaudited)                |                                            |             
|ASSETS                                  
|Current assets:                          |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         | Cash and cash equivalents                                                                                                                                                                                                      |                            | $                                          | 43.8         |       |         | $     | 38.8    |      
|                                         | Accounts receivable, net                                                                                                                                                                                                       |                            |                                            | 365.3        |       |         |       | 358.0   |      
|                                         | Inventories                                                                                                                                                                                                                    |                            |                                            | 280.5        |       |         |       | 267.8   |      
|                                         | Other current assets                                                                                                                                                                                                           |                            |                                            | 120.8        |       |         |       | 104.8   |      
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         |                                                                                                                                                                                                                                | Total current assets       |                                            |              | 810.4 |         |       |         | 769.4 |        
|Property, plant and equipment            |                                                                                                                                                                                                                                |                            | 334.5                                      |              |       |         | 332.7 |        
|Goodwill                                 |                                                                                                                                                                                                                                |                            | 495.0                                      |              |       |         | 508.1 |        
|Other assets                             |                                                                                                                                                                                                                                |                            | 268.1                                      |              |       |         | 261.2 |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         | Total assets                                                                                                                                                                                                                   |                            | $                                          | 1,908.0      |       |         | $     | 1,871.4 |      
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|Current liabilities:                     |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         | Short-term debt                                                                                                                                                                                                                |                            | $                                          | 14.0         |       |         | $     | 23.9    |      
|                                         | Accounts payable                                                                                                                                                                                                               |                            |                                            | 400.8        |       |         |       | 347.9   |      
|                                         | Accrued and other current liabilities                                                                                                                                                                                          |                            |                                            | 199.6        |       |         |       | 211.5   |      
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         |                                                                                                                                                                                                                                | Total current liabilities  |                                            |              | 614.4 |         |       |         | 583.3 |        
|Long-term debt                           |                                                                                                                                                                                                                                |                            | 922.0                                      |              |       |         | 921.8 |        
|Other liabilities                        |                                                                                                                                                                                                                                |                            | 231.5                                      |              |       |         | 232.8 |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         | Total liabilities                                                                                                                                                                                                              |                            |                                            | 1,767.9      |       |         |       | 1,737.9 |      
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|Commitments and contingencies            |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|Stockholders equity:                    |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         | Preferred stock ($0.01 par value;
    15,000,000 shares authorized; none outstanding)                                                                                                                                          |                            |                                            |             |       |         |       |        |      
|                                         | Common stock ($0.01 par value;
    500,000,000 shares authorized; 54,699,962 and
    54,675,513 shares issued; and 54,663,356 and
    54,638,907 shares outstanding at March 31, 2003 and
    December 31, 2002, respectively) |                            |                                            | 0.5          |       |         |       | 0.5     |      
|                                         | Capital in excess of par value                                                                                                                                                                                                 |                            |                                            | 676.8        |       |         |       | 676.4   |      
|                                         | Accumulated deficit                                                                                                                                                                                                            |                            |                                            | (505.8       | )     |         |       | (504.9  | )    
|                                         | Accumulated other comprehensive loss                                                                                                                                                                                           |                            |                                            | (30.4        | )     |         |       | (37.5   | )    
|                                         | Treasury stock, at cost (36,606 shares at
    March 31, 2003 and December 31, 2002)                                                                                                                                            |                            |                                            | (1.0         | )     |         |       | (1.0    | )    
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         |                                                                                                                                                                                                                                | Total stockholders equity |                                            |              | 140.1 |         |       |         | 133.5 |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        
|                                         |                                                                                                                                                                                                                                |                            | Total liabilities and stockholders equity |              | $     | 1,908.0 |       |         | $     | 1,871.4 | 
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |       |         |       |        

See the accompanying notes to financial
statements.

4



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CASH FLOWS


(In millions)


(Unaudited)


|                                                                 |                                                                                 |                                               |                          |        |       |       |       |       |      |       |  
|---------------------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------ | ------ | ----- | ----- | ----- | ----- | ---- | ----- | -
|                                                                 |                                                                                 |                                              
|                                                                 |                                                                                 | Three Months Ended                           
|                                                                 |                                                                                 | March 31,                                    
|                                                                 |                                                                                 |                                              
|                                                                 |                                                                                 | 2003                                          |                          | 2002  
|                                                                 |                                                                                 |                                               |                          |       
|Cash flows from operating activities:                            |                                                                                 |                                               |                          |        |       |       |       |      
|                                                                 | Net loss                                                                        |                                               | $                        | (0.9   | )     |       | $     | (26.3 | )   
|                                                                 | Adjustments to reconcile net loss to cash
    provided by operating activities: |                                               |                          |        |       |       |       |       |     
|                                                                 |                                                                                 | Call premiums and deferred finance charges    |                          |        | 45.7  |       |       |       |     |      
|                                                                 |                                                                                 | Cumulative effect of accounting change        |                          |        |      |       |       |       | 46.1 |      
|                                                                 |                                                                                 | Depreciation and amortization                 |                          |        | 19.5  |       |       |       | 19.1 |      
|                                                                 |                                                                                 | Loss on sale of property, plant and equipment |                          |        |      |       |       |       | 0.7  |      
|                                                                 |                                                                                 | Deferred income taxes                         |                          |        | (8.1  | )     |       |       | (0.7 | )    
|                                                                 |                                                                                 | Equity in loss of unconsolidated affiliates   |                          |        | 0.5   |       |       |       | 0.5  |      
|                                                                 |                                                                                 | Changes in working capital                    |                          |        |       |       |       |       |      |      
|                                                                 |                                                                                 |                                               | Accounts receivable, net |        |       | (15.4 | )     |       |      | (34.7 | )
|                                                                 |                                                                                 |                                               | Inventories              |        |       | (11.2 | )     |       |      | (6.5  | )
|                                                                 |                                                                                 |                                               | Accounts payable         |        |       | 51.6  |       |       |      | 16.9  |  
|                                                                 |                                                                                 |                                               | Other assets             |        |       | (11.0 | )     |       |      | (0.7  | )
|                                                                 |                                                                                 |                                               | Other liabilities        |        |       | (14.9 | )     |       |      | (13.1 | )
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|                                                                 |                                                                                 | Cash provided by operating activities         |                          |        | 55.8  |       |       |       | 1.3  |      
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|Cash flows from investing activities:                            |                                                                                 |                                               |                          |        |       |       |       |      
|                                                                 | Capital expenditures                                                            |                                               |                          | (13.7  | )     |       |       | (8.3  | )   
|                                                                 | Other investments                                                               |                                               |                          | 0.9    |       |       |       | (0.6  | )   
|                                                                 | Proceeds from sale of property, plant and
    equipment                         |                                               |                          | 0.2    |       |       |       |      |     
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|                                                                 |                                                                                 | Cash used in investing activities             |                          |        | (12.6 | )     |       |       | (8.9 | )    
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|Cash flows from financing activities:                            |                                                                                 |                                               |                          |        |       |       |       |      
|                                                                 | Long-term debt payments                                                         |                                               |                          | (609.1 | )     |       |       | (3.3  | )   
|                                                                 | Long-term debt proceeds                                                         |                                               |                          | 608.0  |       |       |       |      |     
|                                                                 | Change in short-term debt, net                                                  |                                               |                          | (12.6  | )     |       |       | (1.9  | )   
|                                                                 | Proceeds from stock options exercised                                           |                                               |                          | 0.3    |       |       |       | 1.6   |     
|                                                                 | Proceeds from accounts receivable securitization,
    net                       |                                               |                          | 10.0   |       |       |       |      |     
|                                                                 | Deferred financing costs                                                        |                                               |                          | (9.8   | )     |       |       |      |     
|                                                                 | Call premiums                                                                   |                                               |                          | (27.3  | )     |       |       |      |     
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|                                                                 |                                                                                 | Cash used in financing activities             |                          |        | (40.5 | )     |       |       | (3.6 | )    
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                 |                                               | 2.3                      |        |       |       | (0.8  | )    
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|Net change in cash and cash equivalents                          |                                                                                 |                                               | 5.0                      |        |       |       | (12.0 | )    
|Cash and cash equivalents  beginning
    of period              |                                                                                 |                                               | 38.8                     |        |       |       | 75.1  |      
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      
|Cash and cash equivalents  end of
    period                    |                                                                                 | $                                             | 43.8                     |        |       | $     | 63.1  |      
|                                                                 |                                                                                 |                                               |                          |        |       |       |       |      

See the accompanying notes to financial
statements.

5



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CHANGES IN STOCKHOLDERS
EQUITY


AND OTHER COMPREHENSIVE INCOME


(In millions, except share data)


(Unaudited)


|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |               |        |      |   |   |       |      |   |  |        |   |  |   |      |   |  |   |       |      |   |  |   |      |     | 
|-------------------------- | --------------------------------------- | ------------------------------------- | ---------- | ---------- |  | --------- | --- | ----------- |  | ----------- | ----- | ------------- |  | -------------- | ----- | ------ |  | ------------- | ---- | ----- | - | ------------- | ------ | ---- | - | - | ----- | ---- | - |  | ------ | - |  | - | ---- | - |  | - | ----- | ---- | - |  | - | ---- | --- | 
|                           |                                         |                                       |            |            |  |           |     | Shares To   |  |             |       | Accumulated   |  |                |       |        |  |              
|                           |                                         | Common Stock                          |            | Capital in |  | Shares    |     | Be          |  |             |       | Other         |  | Treasury Stock |       |        |  | Other        
|                           |                                         |                                       |            | Excess of  |  | Deposited |     | Distributed |  | Accumulated |       | Comprehensive |  |                |       |        |  | Comprehensive
|                           |                                         | Shares                                |            | Amount     |  | Par Value |     | In Trust    |  | From Trust  |       | Deficit       |  | Income (Loss)  |       | Shares |  | Amount        |      | Total |   | Income (Loss)
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |              
|Balance at January 1, 2003 |                                         |                                       | 54,675,513 |            |  | $         | 0.5 |             |  | $           | 676.4 |               |  | $              | (34.0 | )      |  | $             | 34.0 |       |   | $             | (504.9 | )    |   | $ | (37.5 | )    |   |  | 36,606 |   |  | $ | (1.0 | ) |  | $ | 133.5 |      |   |  |   |     
|                           | Net Loss                                |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |               |        | (0.9 | ) |   |       |     |   |  |        |  |  |   |      |  |  |   |       | (0.9 | ) |  | $ | (0.9 | )  
|                           | Foreign currency translation adjustment |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |               |        |     |   |   |       | 8.3  |   |  |        |  |  |   |      |  |  |   |       | 8.3  |   |  |   | 8.3  |    
|                           | Unrealized investment losses            |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |               |        |     |   |   |       | (0.1 | ) |  |        |  |  |   |      |  |  |   |       | (0.1 | ) |  |   | (0.1 | )  
|                           | Unrealized loss on cash flow hedges     |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |               |        |     |   |   |       | (1.1 | ) |  |        |  |  |   |      |  |  |   |       | (1.1 | ) |  |   | (1.1 | )  
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |               |        |      |   |   |       |      |   |  |        |   |  |   |      |   |  |   |       |      |   |  |   |     
|                           |                                         | Subtotal  other comprehensive income |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |               |        |      |   |   |       |      |   |  |        |   |  |   |      |   |  |   |       |      |   |  |   | $    | 6.2 | 
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |               |        |      |   |   |       |      |   |  |        |   |  |   |      |   |  |   |       |      |   |  |   |     
|                           | Proceeds from stock options             |                                       |            | 24,449     |  |           |     |            |  |             |       | 0.3           |  |                |       |       |  |               |      |      |   |               |        |     |   |   |       |     |   |  |        |  |  |   |      |  |  |   |       | 0.3  |   |  |   |      |    
|                           | Tax benefit from stock options          |                                       |            |           |  |           |     |            |  |             |       | 0.1           |  |                |       |       |  |               |      |      |   |               |        |     |   |   |       |     |   |  |        |  |  |   |      |  |  |   |       | 0.1  |   |  |   |      |    
|                           | Trust activity                          |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       | 4.1    |  |               |      | (4.1  | ) |               |        |     |   |   |       |     |   |  |        |  |  |   |      |  |  |   |       |     |   |  |   |      |    
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |               |        |      |   |   |       |      |   |  |        |   |  |   |      |   |  |   |       |      |   |  |   |     
|Balance at March 31, 2003  |                                         |                                       | 54,699,962 |            |  | $         | 0.5 |             |  | $           | 676.8 |               |  | $              | (29.9 | )      |  | $             | 29.9 |       |   | $             | (505.8 | )    |   | $ | (30.4 | )    |   |  | 36,606 |   |  | $ | (1.0 | ) |  | $ | 140.1 |      |   |  |   |     
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |               |        |      |   |   |       |      |   |  |        |   |  |   |      |   |  |   |       |      |   |  |   |     

See the accompanying notes to financial statements

6



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






NOTES TO FINANCIAL STATEMENTS


(Unaudited)


Note 1  Formation and
Background

Fisher Scientific International Inc.
(Fisher or the Company) was founded in
1902 and was incorporated as a Delaware Corporation in 1991. The
Companys operations are conducted throughout North and
South America, Europe, the Far East, Australia, the Middle East
and Africa directly or through one or more subsidiaries, joint
ventures, agents, or dealers. The Company reports financial
results on the basis of three business segments: domestic
distribution, international distribution and laboratory
workstations. The domestic distribution segment manufactures,
sells and distributes products to three primary customer
markets: scientific research, clinical laboratory and industrial
safety. Additionally, this segment provides contract
manufacturing, chemical manufacturing and custom chemical
synthesis and pharmaceutical services for phase III and
phase IV clinical trials. The international distribution
segment sells and distributes products primarily to the
industrial and scientific research markets. The laboratory
workstations segment engages in the manufacture and sale of
laboratory furniture and fume hoods to the scientific research,
educational and medical laboratory markets and the manufacture
and sale of consoles and enclosures to the technology,
communication and financial markets.

The Company serves scientists engaged in
biomedical, biotechnology, pharmaceutical, chemical and other
fields of research and development, and is a supplier to
reference laboratories, hospitals, healthcare alliances,
physicians offices, environmental testing centers,
quality-control laboratories and many other customers.

As of January 1, 2003, certain affiliates of
Thomas H. Lee Company (THL Entities) together
with JP Morgan Partners, Merrill Lynch & Co. and
Credit Suisse First Boston (USA) Inc. (the Equity
Investors) owned on a diluted basis 33.4 percent of our
issued and outstanding common stock. On January 15, 2003
and April 8, 2003, the THL Entities distributed, on a pro
rata basis, approximately 9 million and 10 million
shares, respectively, of our common stock, reducing the Equity
Investors ownership to approximately 4 percent of the diluted
shares of the Company.

Certain prior year amounts have been reclassified
to conform to their current presentation.

Note 2  Change in Accounting
Principle

In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142).
SFAS 142 requires the use of a nonamortization approach to
account for goodwill and indefinite-lived intangible assets.
Under the nonamortization approach, goodwill and
indefinite-lived intangible assets will not be amortized but
instead will be reviewed for impairment and written down with a
resulting charge to operations in the period in which the
recorded value of goodwill and indefinite-lived intangible
assets is more than its fair value. The adoption of
SFAS 142 required the Company to reassess the useful lives
and residual values of all intangible assets and make any
necessary amortization adjustments. Based on that assessment, no
adjustments were made to the amortization period or residual
values of our intangible assets. Additionally, SFAS 142
required the Company to perform an evaluation of whether
goodwill and indefinite-lived intangible assets were impaired as
of January 1, 2002, the effective date of the statement for
the Company. Upon completion of the evaluation, the Company
determined that no impairment existed for its indefinite-lived
intangible assets.

SFAS 142 provided a six-month transitional
period from the effective date of adoption to perform an initial
assessment of whether an indication of goodwill impairment
existed. This initial assessment compared the fair value of the
reporting unit to its carrying value, including goodwill. Fair
value was determined using a combination of discounted cash flow
and multiple of earnings valuation techniques. To the extent
that the fair value was less than the carrying value, the
Company was required to perform a second test to measure the
amount of the goodwill impairment, if any. SFAS 142 also
requires that goodwill be tested annually, and

7



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


between annual tests, if events occur or
circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying amount. The
Company has elected to perform its annual test for indications
of goodwill impairment as of October 31 each year.

During the second quarter of 2002, the Company
completed its transitional assessment in accordance with these
tests and determined that goodwill was impaired as of
January 1, 2002. As a result, the Company recorded a
non-cash charge of $63.8 million ($46.1 million, net
of tax) in the Companys statement of operations,
reflecting the cumulative effect of the accounting change to
adjust goodwill to fair-value. The international distribution
segment and laboratory workstations segment accounted for
$19.7 million and $44.1 million of the charge,
respectively.

Note 3  Inventories

The following is a summary of inventories by
major category (in millions):

|                  |       |           |       |              |  |   |       |       | 
|----------------- | ----- | --------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | March 31, |       | December 31,
|                  |       | 2003      |       | 2002        
|                  |       |           |       |             
|Raw materials     |       | $         | 48.0  |              |  | $ | 46.6  |      
|Work in process   |       |           | 10.7  |              |  |   | 10.6  |      
|Finished products |       |           | 221.8 |              |  |   | 210.6 |      
|                  |       |           |       |              |  |   |       |      
|                  | Total |           | $     | 280.5        |  |   | $     | 267.8 | 
|                  |       |           |       |              |  |   |       |      

Note 4  Goodwill and Other
Intangible Assets

The following is a reconciliation of changes in
the carrying amounts of goodwill by segment (in millions):

|                                |                                      |              |       |               |   |              |       |       |  |   |      |   |  |   |       |       |  
|------------------------------- | ------------------------------------ | ------------ | ----- | ------------- | - | ------------ | ----- | ----- |  | - | ---- | - |  | - | ----- | ----- | -
|                                |                                      | Domestic     |       | International |   | Laboratory   |       |      
|                                |                                      | Distribution |       | Distribution  |   | Workstations |       | Total
|                                |                                      |              |       |               |   |              |       |      
|Balance as of December 31, 2002 |                                      | $            | 341.8 |               |   | $            | 113.3 |       |  | $ | 53.0 |   |  | $ | 508.1 |      
|                                | Purchase price allocation adjustment |              |       | (16.9         | ) |              |       | 0.7   |  |   |      |  |  |   |       | (16.2 | )
|                                | Effect of foreign currency change    |              |       | 0.7           |   |              |       | 2.4   |  |   |      |  |  |   |       | 3.1   |  
|                                |                                      |              |       |               |   |              |       |       |  |   |      |   |  |   |       |      
|Balance as of March 31, 2003    |                                      | $            | 325.6 |               |   | $            | 116.4 |       |  | $ | 53.0 |   |  | $ | 495.0 |      
|                                |                                      |              |       |               |   |              |       |       |  |   |      |   |  |   |       |      

In March 2003, the Company finalized its
third-party valuation of Maybridge Chemical Holdings Limited
(Maybridge). As a result, the Company has recorded
an adjustment to the purchase price allocation for Maybridge
reflecting an increase in the fair value of indefinite-lived
intangible assets acquired with the offsetting decrease to
goodwill of $16.2 million.

8



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


The following is a summary of other intangible
assets that are subject to amortization (in millions):

|                                                                                                                                                                         |  |           |      |              |  |   |      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- | ---- | ------------ |  | - | ---- | 
|                                                                                                                                                                         |  | March 31, |      | December 31,
|                                                                                                                                                                         |  | 2003      |      | 2002        
|                                                                                                                                                                         |  |           |      |             
|Customer lists (net of accumulated amortization
    of $6.3 million and $5.9 million at March 31, 2003 and
    December 31, 2002, respectively)                          |  | $         | 15.7 |              |  | $ | 15.1 | 
|Non-compete agreements (net of accumulated
    amortization of $16.1 million and $15.4 million at
    March 31, 2003 and December 31, 2002, respectively)                |  |           | 5.4  |              |  |   | 5.8  | 
|Patents and trademarks (net of accumulated
    amortization of $7.1 million and $6.7 million at
    March 31, 2003 and December 31, 2002, respectively)                  |  |           | 8.8  |              |  |   | 8.9  | 
|Other amortizable intangible assets (net of
    accumulated amortization of $9.8 million and
    $9.2 million at March 31, 2003 and December 31,
    2002, respectively) |  |           | 20.8 |              |  |   | 20.4 | 
|                                                                                                                                                                         |  |           |      |              |  |   |      | 
|Amortizable other intangible assets, net of
    accumulated amortization                                                                                                 |  | $         | 50.7 |              |  | $ | 50.2 | 
|                                                                                                                                                                         |  |           |      |              |  |   |      | 

For the three months ended March 31, 2003
and 2002, the Company recorded amortization expense of
$2.0 million and $2.1 million, respectively, related
to amortizable other intangible assets.

The estimated amortization expense for each of
the five succeeding years and thereafter is as follows (in
millions):

|                                |  |   |      | 
|------------------------------- |  | - | ---- | 
|For the Year Ended December 31, |  |  
|                                |  |  
|2003(a)                         |  | $ | 6.0  | 
|2004                            |  | $ | 6.9  | 
|2005                            |  | $ | 4.2  | 
|2006                            |  | $ | 3.9  | 
|2007                            |  | $ | 2.8  | 
|thereafter                      |  | $ | 26.9 | 



---



|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(a) | Amount represents estimated amortization expense
    for the remaining nine months ending December 31, 2003.

As of March 31, 2003 and December 31,
2002, the Company had indefinite-lived intangible assets in the
domestic distribution segment of $76.6 million and
$61.5 million, respectively. Indefinite-lived intangible
assets consist primarily of tradenames acquired through the
Companys acquisitions of Cole-Parmer and MAS in 2001 and
Maybridge in 2002.

Note 5  Accounts
Payable

The Company maintains a zero balance cash
management system for its U.S. accounts payable.
Accordingly, included in accounts payable at March 31, 2003
and December 31, 2002, are approximately $98.9 million
and $99.9 million, respectively, of checks that have not
cleared.

9



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Note 6  Debt

In February 2003, the Company entered into a
$225 million receivables securitization facility
(Receivables Securitization), which provides for the
sale, on a revolving basis, of all of the accounts receivable of
Fisher Scientific Company L.L.C., Cole Parmer Instrument
Company, Fisher Clinical Services Inc., and Fisher Hamilton
L.L.C. to FSI Receivables Company LLC (FSI), a
special purpose, bankruptcy remote indirect wholly owned
subsidiary of the Company. On the same date, FSI and the
Company, as servicer, entered into a receivables transfer
agreement with certain financial institutions, that provides for
the transfer on a revolving basis of an undivided percentage
ownership interest in a designated pool of accounts receivable
up to a maximum amount of $225 million to be funded in cash
from time to time to FSI. Under the terms of the Receivables
Securitization, the originators retain collection and
administrative responsibilities for the receivables in the pool.
The effective funded interest rate on the Receivables
Securitization is approximately one month LIBOR plus an annual
commitment fee of 45 basis points. The unfunded annual
commitment fee is 25 basis points. The Receivables
Securitization replaced the existing receivables securitization
which expired in January 2003. As of March 31, 2003,
$10 million was sold through the Receivables Securitzation.

In January 2003, the Company issued and sold
$200 million of 8 1/8 percent senior subordinated
notes due in May 2012 at a premium resulting in an effective
yield of 7.4 percent. In February 2003, the Company entered
into a new credit facility (the Credit Facility)
with a group of financial institutions, consisting of a
$400 million term loan facility (the Term
Facility) and a $175 million revolving credit
facility (the Revolving Facility). The Revolving
Facility includes a sub-limit for the issuance of letters of
credit. The Credit Facility also permits borrowers to be
designated in the future to borrow loans denominated in local
currency from individual lenders thereunder, either on a
negotiated basis or through a competitive bidding process.
Commitments under the Revolving Facility expire, and the loans
outstanding thereunder mature, on March 31, 2008. The Term
Facility requires the Company to make quarterly repayments of
principal equal to $1 million beginning June 30, 2003
through March 31, 2009, and quarterly repayments of
principal equal to $94 million beginning June 30, 2009
through the maturity of the Term Facility on March 31,
2010. Borrowings under the Revolving Facility bear interest, at
the borrowers election, at either the adjusted LIBOR rate
plus a margin of between 2.25 percent and 3.00 percent
per annum or the prime rate plus a margin of between
1.25 percent and 2.00 percent per annum, depending in
each case on the Companys leverage ratio. Borrowings under
the Term Facility bear interest at the adjusted LIBOR rate plus
2.50 percent per annum. The Credit Facility replaced the
credit facility entered into in January 1998.

Obligations of the Company and its subsidiaries
under the Credit Facility will be secured by substantially all
assets of the Company and its material domestic subsidiaries.
Our principal financial covenants under the Credit Facility
currently are (i) a maximum Total Leverage Ratio of 4.25 to
1.0, (ii) a maximum Senior Leverage Ratio of 3.5 to 1.0,
(iii) a minimum Cash Interest Expense Coverage Ratio of
2.75 to 1.0, and (iv) limitations on capital expenditures.
In addition, the Credit Facility contains certain other
financial covenants of the Company and the subsidiary borrowers,
including, restrictions on (i) indebtedness, (ii) the
incurrence of liens, (iii) loans and investments,
(iv) the sale of assets, (v) mergers, acquisitions and
other business combinations and (vi) the payment of cash
dividends to shareholders. As of March 31, 2003, the Company was
in compliance with all covenants under the Credit Agreement.

The proceeds from the 8 1/8 percent
senior subordinated notes issued and sold in January 2003 and
the Term Facility were used to refinance the Companys
9 percent senior subordinated notes due in 2008.

10



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


The following is a summary of debt obligations
(in millions):

|                                                                                                                                                 |                      |           |       |              |  |   |       |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------- | --------- | ----- | ------------ |  | - | ----- | ----- | 
|                                                                                                                                                 |                      | March 31, |       | December 31,
|                                                                                                                                                 |                      | 2003      |       | 2002        
|                                                                                                                                                 |                      |           |       |             
|8 1/8 percent Senior Subordinated Notes
    (includes $7.9 million and $0 of premiums at March 31,
    2003 and December 31, 2002, respectively) |                      | $         | 357.9 |              |  | $ | 150.0 |      
|7 1/8 percent Notes (net of a discount
    of $0.4 million at March 31, 2003 and
    December 31, 2002)                                          |                      |           | 141.9 |              |  |   | 149.6 |      
|Term Facility                                                                                                                                    |                      |           | 400.0 |              |  |   |      |      
|9 percent Senior Subordinated Notes (net of
    a discount of $3.9 million at December 31, 2002)                                                 |                      |           |      |              |  |   | 596.1 |      
|Other                                                                                                                                            |                      |           | 36.2  |              |  |   | 50.0  |      
|                                                                                                                                                 |                      |           |       |              |  |   |       |      
|                                                                                                                                                 | Total debt           |           |       | 936.0        |  |   |       | 945.7 | 
|Less short-term debt                                                                                                                             |                      |           | (14.0 | )            |  |   | (23.9 | )    
|                                                                                                                                                 |                      |           |       |              |  |   |       |      
|                                                                                                                                                 | Total long-term debt |           | $     | 922.0        |  |   | $     | 921.8 | 
|                                                                                                                                                 |                      |           |       |              |  |   |       |      

Note 7  Comprehensive Income
(Loss)

Comprehensive income (loss) refers to revenues,
expenses, gains and losses that under accounting principles
generally accepted in the United States of America are included
in comprehensive income (loss), but excluded from net loss as
these amounts are recorded directly as an adjustment to
stockholders equity, net of tax. The following is a summary of
comprehensive income (loss) for the three months ended
March 31, 2003 and 2002 (in millions).

|                                           |                             |              |      |      |  |   |       |       |  
|------------------------------------------ | --------------------------- | ------------ | ---- | ---- |  | - | ----- | ----- | -
|                                           |                             |             
|                                           |                             | Three Months
|                                           |                             | Ended       
|                                           |                             | March 31,   
|                                           |                             |             
|                                           |                             | 2003         |      | 2002
|                                           |                             |              |      |     
|Net loss                                   |                             | $            | (0.9 | )    |  | $ | (26.3 | )    
|Foreign currency translation adjustment    |                             |              | 8.3  |      |  |   | (5.4  | )    
|Unrealized loss on investments             |                             |              | (0.1 | )    |  |   | (0.6  | )    
|Unrealized gain (loss) on cash flow hedges |                             |              | (1.1 | )    |  |   | 0.6   |      
|                                           |                             |              |      |      |  |   |       |      
|                                           | Comprehensive income (loss) |              | $    | 6.2  |  |   | $     | (31.7 | )
|                                           |                             |              |      |      |  |   |       |      

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Note 8  Earnings Per
Share

The following is a reconciliation of the shares
used in the computation of basic and diluted earnings per share
for the three months ended March 31, 2003 and 2002 (in
millions):

|                                                                                            |  |              |      |      |  |  |      | 
|------------------------------------------------------------------------------------------- |  | ------------ | ---- | ---- |  |  | ---- | 
|                                                                                            |  |             
|                                                                                            |  | Three Months
|                                                                                            |  | Ended       
|                                                                                            |  | March 31,   
|                                                                                            |  |             
|                                                                                            |  | 2003         |      | 2002
|                                                                                            |  |              |      |     
|Weighted average common shares outstanding used
    in computing basic earnings per share   |  |              | 54.7 |      |  |  | 54.2 | 
|Common stock equivalents(a)                                                                 |  |              |     |      |  |  | 3.4  | 
|                                                                                            |  |              |      |      |  |  |      | 
|Weighted average common shares outstanding used
    in computing diluted earnings per share |  |              | 54.7 |      |  |  | 57.6 | 
|                                                                                            |  |              |      |      |  |  |      | 



---



|    |                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The weighted average amount of outstanding
    antidilutive common stock options excluded from the computation
    of diluted earnings per share was 1.4 million as of
    March 31, 2003 and 2002.

Note 9  Stock and Other
Plans

The company measures compensation expense for
its stock-based employee compensation plans using the intrinsic
value method. The Company has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, an
amendment of FASB Statement No. 123 (SFAS
No. 148). Had compensation expense for the
Companys stock option plans been determined based on the
fair value at the grant date, consistent with the methodology
prescribed under SFAS No. 148, the Companys net loss
and loss per share would have approximated the pro forma amounts
indicated below (in millions, except per share amounts):

|                                                                                                                     |         |              |      |       |   |   |       |       |  
|-------------------------------------------------------------------------------------------------------------------- | ------- | ------------ | ---- | ----- | - | - | ----- | ----- | -
|                                                                                                                     |         |             
|                                                                                                                     |         | Three Months
|                                                                                                                     |         | Ended       
|                                                                                                                     |         | March 31,   
|                                                                                                                     |         |             
|                                                                                                                     |         | 2003         |      | 2002 
|                                                                                                                     |         |              |      |      
|Net loss, as reported                                                                                                |         | $            | (0.9 | )     |   | $ | (26.3 | )    
|Deduct: Stock-based compensation expense
    determined using fair value based method for all awards, net of
    tax |         |              | (5.2 | )     |   |   | (0.2  | )    
|                                                                                                                     |         |              |      |       |   |   |       |      
|Net loss, pro forma                                                                                                  |         | $            | (6.1 | )     |   | $ | (26.5 | )    
|                                                                                                                     |         |              |      |       |   |   |       |      
|Loss per share                                                                                                       |         |              |      |       |   |   |       |      
|As reported:                                                                                                         |         |              |      |       |   |   |       |      
|                                                                                                                     | Basic   |              | $    | (0.02 | ) |   | $     | (0.49 | )
|                                                                                                                     |         |              |      |       |   |   |       |      
|                                                                                                                     | Diluted |              | $    | (0.02 | ) |   | $     | (0.46 | )
|                                                                                                                     |         |              |      |       |   |   |       |      
|Pro forma:                                                                                                           |         |              |      |       |   |   |       |      
|                                                                                                                     | Basic   |              | $    | (0.11 | ) |   | $     | (0.49 | )
|                                                                                                                     |         |              |      |       |   |   |       |      
|                                                                                                                     | Diluted |              | $    | (0.11 | ) |   | $     | (0.46 | )
|                                                                                                                     |         |              |      |       |   |   |       |      

12



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


The fair value of each stock option included in
the preceding pro forma amounts was estimated using the
Black-Scholes option-pricing model with the following weighted
average assumptions:

|                        |  |           |         |      |  |  |         | 
|----------------------- |  | --------- | ------- | ---- |  |  | ------- | 
|                        |  |          
|                        |  | March 31,
|                        |  |          
|                        |  | 2003      |         | 2002
|                        |  |           |         |     
|Risk free interest rate |  |           | 2.8%    |      |  |  | 3.8%    | 
|Expected life of option |  |           | 5 years |      |  |  | 5 years | 
|Volatility              |  |           | 46%     |      |  |  | 47%     | 
|Expected dividend yield |  |           | 0%      |      |  |  | 0%      | 

Note 10  Segment
Information

The Company reports financial results on the
basis of three business segments: domestic distribution,
international distribution and laboratory workstations. The
domestic distribution segment manufactures, sells and
distributes products to three primary customer markets:
scientific research, clinical laboratory and industrial safety.
Additionally, this segment provides contract manufacturing and
custom chemical synthesis and pharmaceutical services for
Phase III and Phase IV clinical trials. The
international distribution segment sells and distributes
products primarily to the industrial and scientific research
markets. The laboratory workstations segment engages in the
manufacture and sale of laboratory furniture and fume hoods to
the scientific research, educational and medical laboratory
markets and the manufacture and sale of consoles and enclosures
to the technology, communication, and financial markets.

Selected business segment financial information
for the three months ended March 31, 2003 and 2002 is
presented below (in millions):

|                           |       |              |       |              |  |      |       |       |  |   |      |      |  |   |      |      | 
|-------------------------- | ----- | ------------ | ----- | ------------ |  | ---- | ----- | ----- |  | - | ---- | ---- |  | - | ---- | ---- | 
|                           |       |              |       |              |  |     
|                           |       |              |       | Income From 
|                           |       | Sales        |       | Operations  
|                           |       |              |       |             
|                           |       |              |       |             
|                           |       | Three Months |       | Three Months
|                           |       | Ended        |       | Ended       
|                           |       | March 31,    |       | March 31,   
|                           |       |              |       |             
|                           |       | 2003         |       | 2002         |  | 2003 |       | 2002 
|                           |       |              |       |              |  |      |       |      
|Revenue                    |       |              |       |              |  |      |       |       |  |   |      |      |  |   |      |     
|Domestic distribution      |       | $            | 711.0 |              |  | $    | 670.1 |       |  | $ | 51.4 |      |  | $ | 47.5 |     
|International distribution |       |              | 121.6 |              |  |      | 111.6 |       |  |   | 6.8  |      |  |   | 4.7  |     
|Laboratory workstations    |       |              | 49.9  |              |  |      | 42.6  |       |  |   | 2.6  |      |  |   | 1.7  |     
|Eliminations               |       |              | (49.1 | )            |  |      | (48.8 | )     |  |   |     |      |  |   | (0.1 | )   
|                           |       |              |       |              |  |      |       |       |  |   |      |      |  |   |      |     
|                           | Total |              | $     | 833.4        |  |      | $     | 775.5 |  |   | $    | 60.8 |  |   | $    | 53.8 | 
|                           |       |              |       |              |  |      |       |       |  |   |      |      |  |   |      |     

Income from operations is revenue less related
costs and direct and allocated expenses. Intercompany sales and
transfers between segments were not material for the three
months ended March 31, 2003 and 2002.

Note 11  Related Party

The Company recorded a charge of
$1.5 million to terminate the management agreement between
the Company and THL pursuant to which THL and certain of its
affiliates provided consulting and management advisory services.
This agreement was originally set to expire in 2005 and would
have resulted in fees totaling $1.8 million being paid to
THL for the period from the termination date through the end of
the original term of the agreement.

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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Note 12  Recent Accounting
Pronouncements

In April 2003, the FASB issued Statement of
Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities (SFAS 149). SFAS 149
amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities under Statement of
Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities.
SFAS 149 is effective for contracts entered into or
modified after June 30, 2003. The adoption of this
statement is not anticipated to have a material effect on the
Companys financial position or results of operations.

In January 2003, the FASB issued Interpretation
No. 46, Consolidation of Variable Interest
Entities. This interpretation defines when a business
enterprise must consolidate a variable interest entity. This
interpretation applies immediately to variable interest entities
created after January 31, 2003. This interpretation applies
in the first fiscal year or interim period beginning after
June 15, 2003, to entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003.
It is not deemed reasonably possible that the adoption of this
statement will have a material effect on the Companys
financial position or results of operations.

In December 2002, the FASB issued SFAS 148
which amends FASB Statement No. 123. This statement
provides alternative methods of transition for a voluntary
change to the fair value-based method of accounting for
stock-based employee compensation and amends the disclosure
requirements of FASB Statement No. 123. The transition
guidance and annual disclosure provisions are effective for
fiscal years beginning after December 15, 2002. The interim
disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning
after December 15, 2002. The Company has included the
required interim disclosure provisions in its financial
statements for the quarter ended March 31, 2003. The
adoption of this statement did not have a material effect on the
Companys financial position or results of operations.

In November 2002, the Emerging Issues Task Force
issued EITF Issue No. 00-21 Accounting for Revenue
Arrangements with Multiple Deliverables,
(EITF 00-21) effective for arrangements entered
into after June 15, 2003. EITF 00-21 defines units of
accounting for arrangements with multiple deliverables resulting
in revenue being allocated over the units of accounting for
revenue recognition purposes. The adoption of this statement is
not anticipated to have a material effect on the Companys
financial position or results of operations.

In July 2002, the FASB issued Statement of
Financial Accounting Standards No. 146, Accounting
for Exit or Disposal Activities
(SFAS 146). SFAS 146 requires the
recognition of a liability for costs associated with an exit
plan or disposal activity when incurred and nullifies Emerging
Issues Task Force (EITF) Issue 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring), which allowed recognition at the date of
an entitys commitment to an exit plan. The provisions of
this statement are effective for exit or disposal activities
that are initiated by the Company after December 31, 2002.

In June 2001, the FASB issued Statement of
Financial Accounting Standards No. 143, Accounting
for Asset Retirement Obligations, effective for fiscal
years beginning after June 15, 2002. This statement
addresses the diverse accounting practices for obligations
associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. The adoption of this
statement did not have a material effect on the Companys
financial position or results of operations.

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|         |                                                                                          
|-------- | -----------------------------------------------------------------------------------------
|Item 2  | Managements Discussion and Analysis
    of Results of Operations and Financial Condition

This Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of
historical facts included in this Form 10-Q may constitute
forward looking statements. The Companys actual results
could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause
such a difference include those discussed in the section
entitled Managements Discussion and Analysis of
Results of Operations and Financial Condition 
Cautionary Factors Regarding Forward-Looking Statements
contained in the Companys Form 10-K for the year
ended December 31, 2002. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in the report
might not occur.

Overview

We report financial results on the basis of three
business segments: domestic distribution, international
distribution and laboratory workstations. The domestic
distribution segment manufactures, sells and distributes
products to three primary customer markets: scientific research,
clinical laboratory and industrial safety. Additionally, this
segment provides contract manufacturing, chemical manufacturing
and custom chemical synthesis and pharmaceutical services for
Phase III and Phase IV clinical trials. The
international distribution segment sells and distributes
products primarily to the industrial and scientific research
markets. The laboratory workstations segment engages in the
manufacture and sale of laboratory furniture and fume hoods to
the scientific research, educational and medical laboratory
markets and the manufacture and sale of consoles and enclosures
to the technology, communication and financial industries.

In January 2003, we issued and sold
$200 million of 8 1/8 percent senior subordinated
notes due May 2012 pursuant to Rule 144A and
Regulation S of the Securities Act of 1933. The notes were
issued under our existing 8 1/8 percent indenture and
sold at a premium, resulting in an effective yield of
7.4 percent. In February 2003, we entered into a new credit
facility agreement that includes a five-year revolving facility
that provides for initial available borrowings of
$175 million and a seven-year $400 million term loan.
The proceeds from the term loan, together with proceeds from the
8 1/8 percent senior subordinated notes, were used to
refinance our outstanding $600 million 9 percent
senior subordinated notes maturing in 2008. As a result of the
refinancing, we recorded a charge of $45.6 million in the
first quarter of 2003 consisting of $27.3 million of
call-premiums and $18.3 million of deferred financing and
other costs associated with calling the 9 percent senior
subordinated notes. In February 2003, we also entered into a new
receivables securitization facility that provides for the sale,
on a revolving basis, of certain accounts receivable of up to
$225 million.

As of January 1, 2003, certain affiliates of
Thomas H. Lee Company (THL Entities) together
with JP Morgan Partners, Merrill Lynch & Co. and
Credit Suisse First Boston (USA) Inc. (the Equity
Investors) owned on a diluted basis 33.4 percent of our
issued and outstanding common stock. On January 15, 2003
and April 8, 2003, the THL Entities distributed, on a pro
rata basis, approximately 9 million and 10 million
shares, respectively, of our common stock, reducing the Equity
Investors ownership to approximately 4 percent of the diluted
shares of the Company.

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Results of Operations

The following table sets forth our sales and
income from operations by segment for the three months ended
March 31, 2003 and 2002 (in millions):

|                           |       |       |       |                 |  |      |       |       |  |   |      |      |  |   |      |      | 
|-------------------------- | ----- | ----- | ----- | --------------- |  | ---- | ----- | ----- |  | - | ---- | ---- |  | - | ---- | ---- | 
|                           |       |       |       |                 |  |     
|                           |       |       |       | Income         
|                           |       | Sales |       | From Operations
|                           |       |       |       |                
|                           |       | 2003  |       | 2002            |  | 2003 |       | 2002 
|                           |       |       |       |                 |  |      |       |      
|Domestic distribution      |       | $     | 711.0 |                 |  | $    | 670.1 |       |  | $ | 51.4 |      |  | $ | 47.5 |     
|International distribution |       |       | 121.6 |                 |  |      | 111.6 |       |  |   | 6.8  |      |  |   | 4.7  |     
|Laboratory workstations    |       |       | 49.9  |                 |  |      | 42.6  |       |  |   | 2.6  |      |  |   | 1.7  |     
|Eliminations               |       |       | (49.1 | )               |  |      | (48.8 | )     |  |   |     |      |  |   | (0.1 | )   
|                           |       |       |       |                 |  |      |       |       |  |   |      |      |  |   |      |     
|                           | Total |       | $     | 833.4           |  |      | $     | 775.5 |  |   | $    | 60.8 |  |   | $    | 53.8 | 
|                           |       |       |       |                 |  |      |       |       |  |   |      |      |  |   |      |     



| |      
| | -----
| | Sales

Sales for the three months ended March 31,
2003 increased 7.5 percent to $833.4 million from
$775.5 million for the comparable period in 2002. Excluding
$18.7 million for the effect of foreign exchange, sales
were $814.7 million, a 5.1 percent increase for the
three months ended March 31, 2003 versus the comparable
period in 2002. The increase in sales resulted from growth in
our domestic distribution and laboratory workstation segments.
Excluding the effect of foreign exchange, we are forecasting
full year sales growth to range between 4 percent and
6 percent for 2003.

Sales in the domestic distribution segment
increased 6.1 percent to $711.0 million for the three
months ended March 31, 2003 from $670.1 million for
the comparable period in 2002. Sales growth into the clinical
laboratory market was in the high single-digits. Sales into the
scientific research and industrial markets grew in the middle
single-digits. We are forecasting full year domestic
distribution sales growth to range between 4.5 percent and
6.5 percent for 2003.

Sales in the international distribution segment
increased 9.0 percent to $121.6 million for the three
months ended March 31, 2003 from $111.6 million for
the comparable period in 2002. Excluding the $14.1 million
favorable effect of foreign exchange, sales were
$107.5 million, a 3.7 percent decrease, for the three
months ended March 31, 2003 versus the comparable period in
2002. The decrease in sales, excluding the effect of foreign
exchange, was primarily due to a continued economic slowdown,
reduced government research funding resulting from increased
government deficits and the uncertainty caused by the conflict
in Iraq. We are forecasting full year international distribution
growth to range between 2 percent and 5 percent for
2003, excluding the effect of foreign exchange, reflecting an
anticipated improvement in the international economic
environment.

Sales in the laboratory workstations segment
increased 17.1 percent to $49.9 million for the three
months ended March 31, 2003 from $42.6 million for the
comparable period in 2002. Although our backlog increased
slightly to $109 million, we are cautious regarding this
segments forecasted revenue growth due to continued
economic uncertainty and the potential slowdown in new
laboratory construction. Laboratory workstations is a
project-based business which operates off of a backlog, a
majority of which may be shipped in less than one year. Delivery
and installation of projects, which are driven by the timing of
construction projects, results in a corresponding reduction in
backlog. We are forecasting full year laboratory workstations
sales growth to range between 0 percent and 1 percent
for 2003, primarily due to the effect of the $12.3 million
homeland security order awarded to us in the fourth quarter of
2002 that we do not anticipate repeating in 2003.



| |             
| | ------------
| | Gross Profit

Gross profit for the three months ended
March 31, 2003 increased 6.5 percent to
$218.5 million, or 26.2 percent of sales, from
$205.1 million, or 26.4 percent of sales, for the
comparable period in 2002. The

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decrease in gross profit as a percentage of sales
related to a change in volume and product mix. We are
forecasting gross profit as a percentage of sales for the full
year to be consistent with 2002.




| |                                                
| | -----------------------------------------------
| | Selling, General and Administrative
    Expense

Selling, general and administrative expense for
the three months ended March 31, 2003 increased
4.2 percent to $157.7 million, or 18.9 percent of
sales, from $151.3 million, or 19.5 percent of sales,
for the comparable period in 2002. Selling, general and
administrative expense as a percentage of sales decreased 60
basis points from the full integration of Cole-Parmer and
continued fixed-cost leverage within our existing businesses. We
are forecasting selling, general and administrative expense as a
percentage of sales for the remainder of 2003 to remain
comparable with our first quarter.



| |                       
| | ----------------------
| | Income from Operations

Income from operations for the three months ended
March 31, 2003 increased to $60.8 million, or
7.3 percent of sales, from $53.8 million, or
6.9 percent of sales, for the comparable period in 2002.
The increase in income from operations as a percentage of sales
was attributable to an improvement in selling, general and
administrative expense as a percentage of sales which more than
offset the reduction in gross margins. We are forecasting income
from operations as a percentage of sales to range between
7.7 percent and 7.9 percent for 2003.

Income from operations in the domestic
distribution segment increased 8.2 percent to
$51.4 million, or 7.2 percent of segment sales for the
three months ended March 31, 2003, from $47.5 million,
or 7.1 percent of segment sales, for the comparable period
in 2002. The increase in income from operations as a percentage
of sales for the domestic distribution segment related to the
completion of the integration of Cole-Parmer and continued
fixed-cost leverage within our existing businesses. We are
forecasting income from operations as a percentage of segment
sales to range between 7.6 percent and 7.8 percent for
2003.

Income from operations in the international
distribution segment increased 44.7 percent to
$6.8 million, or 5.6 percent of segment sales for the
three months ended March 31, 2003, from $4.7 million,
or 4.2 percent of segment sales, for the comparable period
in 2002. The increase in international distribution income from
operations as a percentage of sales in 2003 was due to an
improvement in gross margin as we continue to focus on margin
improvement initiatives and fixed-cost leverage on our existing
businesses offset partially by decreased sales volume. We are
forecasting income from operations as a percentage of segment
sales to range between 5.5 percent and 6.0 percent for
2003.

Income from operations in the laboratory
workstations segment increased 52.9 percent to
$2.6 million, or 5.2 percent of segment sales for the
three months ended March 31, 2003, from $1.7 million,
or 4.0 percent of segment sales, for the comparable period
in 2002. Operating income in the laboratory workstations segment
increased due to the increase in sales volume and the
corresponding impact on fixed cost leverage. We are forecasting
income from operations as a percentage of segment sales to range
between 5.5 percent and 6.0 percent for 2003, as we
continue to focus on improving manufacturing efficiencies.



| |                 
| | ----------------
| | Interest Expense

Interest expense decreased by $1.6 million
to $22.3 million for the three months ended March 31,
2003, from $23.9 million for the comparable period in 2002.
The decrease in interest expense is primarily due to the debt
refinancing in April 2002 and an overall decrease in interest
rates. We are forecasting interest expense for the full year to
be approximately $78 million to $80 million.

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| |                            
| | ---------------------------
| | Other (Income) Expense, net

Other expense, net, for the three months ended
March 31, 2003 was $44.4 million compared to
$0.1 million of other income, net, for the comparable
period in 2002. In connection with our debt refinancing in the
first quarter of 2003, we recorded a charge of
$45.6 million consisting of $27.3 million of call
premiums and $18.3 million of deferred financing charges,
offset by $1.4 million of dividend income from an
investment in preferred stock.



| |                     
| | --------------------
| | Income Tax Provision

We recorded an income tax benefit of
$5.0 million for the three months ended March 31, 2003
compared with a $10.2 million income tax provision for the
comparable period in 2002. The effective income tax rate for the
three month period ended March 31, 2003 was 30 percent
compared with 34 percent for the corresponding period in
2002. The reduction was predominantly due to the effect of
continued tax planning. We are forecasting our effective tax
rate to remain at 30 percent for the remainder of 2003.



| |                                           
| | ------------------------------------------
| | Cumulative Effect of Accounting
    Change

In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142).

SFAS 142 requires the use of a nonamortization
approach to account for goodwill and indefinite-lived intangible
assets. Under the nonamortization approach, goodwill and
indefinite-lived intangible assets will not be amortized but
instead will be reviewed for impairment and written down with a
resulting charge to operations in the period in which the
recorded value of goodwill and indefinite-lived intangible
assets is more than its fair value. The adoption of
SFAS 142 required us to reassess the useful lives and
residual values of all intangible assets and make any necessary
amortization adjustments. Based on that assessment, no
adjustments were made to the amortization period or residual
values of our intangible assets. Additionally, SFAS 142
required the Company to perform an evaluation of whether
goodwill and indefinite-lived intangible assets were impaired as
of January 1, 2002, the effective date of the statement for
the Company. Upon completion of the evaluation, the Company
determined that no impairment existed for its indefinite-lived
intangible assets.

SFAS 142 provided a six-month transitional
period from the effective date of adoption to perform our
initial assessment of whether an indication of goodwill
impairment existed. This initial assessment compared the fair
value of the reporting unit to its carrying value, including
goodwill. Fair value was determined using a combination of
discounted cash flow and multiple of earnings valuation
techniques. To the extent that the fair value was less than the
carrying value, the Company was required to perform a second
test to measure the amount of the goodwill impairment, if any.

During the second quarter of 2002, the Company
completed its transitional assessment in accordance with these
tests and determined that goodwill was impaired as of
January 1, 2002. As a result, the Company recorded a
non-cash charge of $63.8 million ($46.1 million, net
of tax) in the Companys statement of operations,
reflecting the cumulative effect of the accounting change to
adjust goodwill to fair-value. The international distribution
segment and laboratory workstations segment accounted for
$19.7 million and $44.1 million of the charge,
respectively.

Liquidity and Capital Resources

During the three months ended March 31,
2003, cash generated from operating activities was
$55.8 million compared with $1.3 million for the
comparable period in 2002. The increase in cash provided by
operating activities is primarily due to increased earnings and
continued improvements in working capital management, offset
partially by a $10 million contribution to our pension
plans. We expect cash flow from

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operations to be between $180 million and
$190 million for 2003, reflecting forecasted improvements
in earnings and working capital.


During the three months ended March 31,
2003, investing activities used $12.6 million of cash
compared with $8.9 million for the comparable period in
2002. Cash used for investing activities is primarily due to
capital spending for our chemical manufacturing capabilities and
our new West Coast warehouse. For the full year, we expect to
invest approximately $60 million in capital expenditures,
reflecting continued facility consolidations and increased
investments in our chemicals manufacturing and pharmaceutical
services. Although we intend to continue pursuing acquisitions
of complementary businesses that will enhance our growth and
profitability, we currently have no commitments, understanding
or arrangements relating to any additional acquisitions.

During the three months ended March 31,
2003, financing activities used $40.5 million of cash
compared with $3.6 million of cash for the comparable
period in 2002. The increase in cash used in financing
activities is attributable to the payment of a
$27.3 million call premium to redeem our 9 percent
senior subordinated notes due 2008 related to the issuance and
sale of our 8 1/8 percent senior subordinated notes
and approximately $9.8 million in financing costs.

In January 2003, we issued and sold
$200 million of 8 1/8 percent senior subordinated
notes due in May 2012 at a premium resulting in an effective
yield of 7.4 percent. In February 2003, we entered into a
new credit facility, replacing the credit facility entered into
in January 1998 (the Credit Facility) with a group
of financial institutions, consisting of a $400 million
term loan facility (the Term Facility) and a
$175 million revolving credit facility (the Revolving
Facility). The Credit Facility limits our ability to pay
cash dividends to 50 percent of cumulative consolidated net
income and $75 million per fiscal quarter, that after giving
effect to such payment, the total leverage ratio shall not
exceed 3.5 to 1.0. The Revolving Facility includes a sub-limit
for the issuance of letters of credit. Commitments under the
Revolving Facility expire on March 31, 2008. The Term
Facility requires us to make quarterly repayments of principal
equal to $1 million through March 31, 2009, and
quarterly repayments of principal equal to $94 million
beginning June 30, 2009 through the maturity of the Term
Facility on March 31, 2010.

Our principal financial covenants under the
Credit Facility currently are (i) a maximum Total Leverage
Ratio of 4.25 to 1.0, (ii) a maximum Senior Leverage Ratio
of 3.5 to 1.0, (iii) a minimum Cash Interest Expense
Coverage Ratio of 2.75 to 1.0, and (iv) limitations on
capital expenditures. In addition, the Credit Facility contains
certain other financial covenants of the Company and the
subsidiary borrowers, including, restrictions on
(i) indebtedness, (ii) the incurrence of liens,
(iii) loans and investments, (iv) the sale of assets,
(v) mergers, acquisitions and other business combinations
and (vi) the payment of cash dividends to shareholders. As
of March 31, 2003, we were in compliance with all covenants
under the Credit Agreement. We have no rating triggers under our
Credit Facility.

Proceeds from the 8 1/8 percent senior
subordinated notes issued and sold in January 2003, together
with proceeds from the Term Facility, were used to refinance the
Companys 9 percent senior subordinated notes due in
2008.

In April 2003, we entered into various pay-fixed
interest rate swaps to hedge a portion of the variability of
cash flows related to changes in interest rates on borrowings of
variable rate debt obligations. The interest rate swaps have a
total notional value of $200 million and expire at various
dates between March 2008 and March 2010.

In addition, in February 2003, we entered into a
$225 million receivables securitization facility
(Receivables Securitization), which provides for the
sale, on a revolving basis, of all of the accounts receivable of
Fisher Scientific Company L.L.C., Cole Parmer Instrument
Company, Fisher Clinical Services Inc., and Fisher Hamilton
L.L.C. to FSI Receivables Company LLC (FSI), a
special purpose, bankruptcy remote indirect wholly owned
subsidiary of the Company. As of March 31, 2003, FSI had
sold approximately $10 million in accounts receivable
through the Receivables Securitization.

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The following table summarizes maturities for our
significant financial obligations as of March 31, 2003 (in
millions):

|                                   |                               |                        |       |           |  |           |      |           |  |         |       |       |  |   |      |      |  |   |       |       | 
|---------------------------------- | ----------------------------- | ---------------------- | ----- | --------- |  | --------- | ---- | --------- |  | ------- | ----- | ----- |  | - | ---- | ---- |  | - | ----- | ----- | 
|                                   |                               |                       
|                                   |                               | Payments Due by Period
|                                   |                               |                       
|                                   |                               |                        |       | Less Than |  |           |      | More Than
|                                   |                               | Total                  |       | 1 Year    |  | 1-3 Years |      | 3-5 Years |  | 5 Years
|                                   |                               |                        |       |           |  |           |      |           |  |        
|Long-Term Debt                     |                               | $                      | 922.0 |           |  | $         |     |           |  | $       | 159.0 |       |  | $ | 9.5  |      |  | $ | 753.5 |      
|Operating Leases                   |                               |                        | 129.6 |           |  |           | 22.6 |           |  |         | 32.9  |       |  |   | 24.4 |      |  |   | 49.7  |      
|Unconditional Purchase Obligations |                               |                        | 0.1   |           |  |           | 0.1  |           |  |         |      |       |  |   |     |      |  |   |      |      
|                                   |                               |                        |       |           |  |           |      |           |  |         |       |       |  |   |      |      |  |   |       |      
|                                   | Total Contractual Obligations |                        |       | 1,051.7   |  |           |      | 22.7      |  |         |       | 191.9 |  |   |      | 33.9 |  |   |       | 803.2 | 
|Standby letters of credit          |                               |                        | 28.3  |           |  |           | 28.3 |           |  |         |      |       |  |   |     |      |  |   |      |      
|                                   |                               |                        |       |           |  |           |      |           |  |         |       |       |  |   |      |      |  |   |       |      
|                                   | Total Obligations             |                        | $     | 1,080.0   |  |           | $    | 51.0      |  |         | $     | 191.9 |  |   | $    | 33.9 |  |   | $     | 803.2 | 
|                                   |                               |                        |       |           |  |           |      |           |  |         |       |       |  |   |      |      |  |   |       |      

We expect to satisfy our short-term funding
requirements from free operating cash flow, together with cash
and cash equivalents on hand or available through the Credit
Facility. A change in demand for our goods and services, while
unlikely, would reduce free operating cash flow available to
fund our operations. If such a decrease in demand were
significant and free operating cash flow were reduced
significantly, we could utilize the Receivables Securitization
facility to the extent that we have qualified receivables to
sell through the facility. We believe that these funding sources
are sufficient to meet our ongoing operating, capital
expenditure and debt service requirements for at least the next
twelve months. Cash requirements for periods beyond the next
twelve months depend on our profitability, our ability to manage
working capital requirements and our growth rate. We may seek to
raise additional funds from public or private debt or equity
financings, or from other sources for general corporate purposes
or for the acquisition of businesses or products. There can be
no assurance that additional funds will be available at all, or
that if available, will be obtained at terms favorable to us.
Additional financing could also be dilutive.

Critical Accounting Policies

The discussion and analysis of our financial
condition and results of operations are based on our
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial
statements requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Management
continuously evaluates its estimates and judgments, including,
among others, those related to product returns, warranty
obligations, bad debts, inventory obsolescence, intangible
assets, income taxes, retirement and insurance costs, and
contingencies and litigation. Those estimates and assumptions
are based on our historical experience, our observance of trends
in the industry, and various other factors that are believed to
be reasonable under the circumstances and form the basis for
making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different
assumptions or conditions. Refer to Item
7  Managements Discussion and Analysis of
Results of Operations and Financial Condition in the
Companys Annual Report on Form 10-K for the year
ended December 31, 2002 for the Companys critical
accounting policies.

Recent Accounting Pronouncements

In April 2003, the FASB issued Statement of
Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities (SFAS 149). SFAS 149
amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities under Statement of
Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities.
SFAS 149 is effective for contracts entered into or
modified after June 30, 2003. The adoption of this
statement is not anticipated to have a material effect on our
financial position or results of operations.

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In January 2003, the FASB issued Interpretation
No. 46, Consolidation of Variable Interest
Entities. This interpretation defines when a business
enterprise must consolidate a variable interest entity. This
interpretation applies immediately to variable interest entities
created after January 31, 2003. This interpretation applies
in the first fiscal year or interim period beginning after
June 15, 2003, to entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003.
It is not deemed reasonably possible that the adoption of this
statement will have a material effect on our financial position
or results of operations.

In December 2002, the FASB issued Statement of
Financial Accounting Standards No. 148, Accounting
for Stock-Based Compensation  Transition and
Disclosure (SFAS 148) which amends FASB
Statement No. 123. This statement provides alternative
methods of transition for a voluntary change to the fair
value-based method of accounting for stock-based employee
compensation and amends the disclosure requirements of FASB
Statement No. 123. The transition guidance and annual
disclosure provisions are effective for fiscal years beginning
after December 15, 2002. The interim disclosure provisions
are effective for financial reports containing financial
statements for interim periods beginning after December 15,
2002. The Company has included the required interim disclosure
provisions in its financial statements for the quarter ended
March 31, 2003. The adoption of this statement is not
anticipated to have a material effect on our financial position
or results of operations.

In November 2002, the Emerging Issues Task Force
issued EITF Issue No. 00-21 Accounting for Revenue
Arrangements with Multiple Deliverables,
(EITF 00-21) effective for arrangements entered
into after June 15, 2003. EITF 00-21 defines units of
accounting for arrangements with multiple deliverables resulting
in revenue being allocated over the units of accounting for
revenue recognition purposes. The adoption of this statement is
not anticipated to have a material effect on the Companys
financial position or results of operations.

In July 2002, the FASB issued Statement of
Financial Accounting Standards No. 146, Accounting
for Exit or Disposal Activities
(SFAS 146). SFAS 146 requires the
recognition of a liability for costs associated with an exit
plan or disposal activity when incurred and nullifies Emerging
Issues Task Force (EITF) Issue 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring), which allowed recognition at the date of
an entitys commitment to an exit plan. The provisions of
this statement are effective for exit or disposal activities
that are initiated by the Company after December 31, 2002.

In June 2001, the FASB issued Statement of
Financial Accounting Standards No. 143, Accounting
for Asset Retirement Obligations, effective for fiscal
years beginning after June 15, 2002. This statement
addresses the diverse accounting practices for obligations
associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. The adoption of this
statement did not have a material effect on the Companys
financial position or results of operations.






|       |                                                                 
|------ | ----------------------------------------------------------------
|Item 3 |  Quantitative and Qualitative
    Disclosures About Market Risk

We operate manufacturing and logistical
facilities as well as offices around the world and utilize fixed
and floating rate debt to finance global operations. As a
result, we are subject to business risks inherent in non-U.S.
activities, including political and economic uncertainty, import
and export limitations, and market risk related to changes in
interest rates and foreign currency exchange rates. We believe
the political and economic risks related to foreign operations
are mitigated due to the stability of the countries in which our
largest foreign operations are located.

In the normal course of business, we use
derivative financial instruments, including interest rate swaps
and options and foreign currency forward exchange contracts and
options, and commodity swaps and options to manage market risks.
The objective in managing our exposure to changes in interest
rates is to limit the impact of these changes on earnings and
cash flow and to lower our overall borrowing costs. The
objective in managing our exposure to changes in foreign
currency exchange rates is to reduce volatility on earnings and
cash flow associated with these changes. The objective in
managing our exposure to energy commodities is to

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##### Table of Contents



reduce our volatility on earnings and cash flow
associated with these changes. Our principal currency exposures
are in the major European currencies and in the Canadian dollar.
We do not hold derivatives for trading purposes.


We measure our market risk related to our
holdings of financial instruments based on changes in interest
rates, foreign currency rates and commodities utilizing
sensitivity analysis. The sensitivity analysis measures the
potential loss in fair values, cash flows and earnings based on
a hypothetical 10 percent change in these market rates. We
used market rates as of March 31, 2003 on our financial
instruments to perform the sensitivity analysis. We do not
include items such as lease contracts, insurance contracts, and
obligations for pension and other post-retirement benefits in
the analysis.

Our primary interest rate exposures relate to
cash, fixed and variable rate debt and interest rate swaps and
options. The potential loss in fair values is based on an
immediate change in the net present values of our interest rate
sensitive exposures resulting from a 10 percent change in
interest rates. The potential loss in cash flows and earnings is
based on the change in the net interest income/expense over a
one-year period due to an immediate 10 percent change in
rates. A hypothetical 10 percent change in interest rates
would not have had a material impact on our fair values, cash
flows or earnings for the three months ended March 31, 2003
and 2002.

Our primary currency rate exposures relate to our
intercompany debt, foreign cash and foreign currency forward and
option contracts. The potential loss in fair values is based on
an immediate change in the U.S. dollar equivalent balances of
our currency exposures due to a 10 percent shift in
exchange rates. The potential loss in cash flows and earnings is
based on the change in cash flow and earnings over a one-year
period resulting from an immediate 10 percent change in
currency exchange rates. A hypothetical 10 percent change
in the currency exchange rates would not have had a material
impact on the fair values, cash flows or earnings for the three
months ended March 31, 2003 and 2002.

Our primary commodity exposures relate to our use
of diesel fuel for transportation and natural gas for
manufacturing and heating purpose, as well as swaps and options.
The potential loss in fair values is based on an immediate
change in the net present value of our commodity exposures
resulting from a 10 percent change in market rates. The
potential loss in cash flows and earnings would not have had a
material impact on our fair values, cash flows or earnings for
the three months ended March 31, 2003 and 2002.






|       |                              
|------ | -----------------------------
|Item 4 |  Controls and
    Procedures

Within 90 days prior to the filing of this
report, an evaluation of the effectiveness of the Companys
disclosure controls and procedures (pursuant to
Rule 13a-14(c) under the Securities Exchange Act of 1934,
as amended) was carried out by management, under the supervision
of the Companys Chief Executive Officer and Chief
Financial Officer Based on that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the
design and operation of the Companys disclosure controls
and procedures are effective in timely alerting them to material
information relating to the Company that is required to be
included in the Companys periodic SEC filings. In
addition, there have been no significant changes in the
Companys internal controls or in other factors that could
significantly affect the internal controls subsequent to the
date of the previously mentioned evaluation.

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##### Table of Contents






PART II  OTHER
INFORMATION






|         |                                     
|-------- | ------------------------------------
|Item 6  | Exhibits and Reports on
    Form 8-K

(a) Exhibits:

10.15     2003 Equity
and Incentive Plan

(b) Reports on Form 8-K:

Fisher filed a Current Report on Form 8-K,
dated January 7, 2003, reporting items 7 and 9,
relating to its press release dated January 7, 2003
containing certain earnings guidance.

Fisher filed a Current Report on Form 8-K,
dated January 10, 2003, reporting items 7 and 9
relating its press release dated January 9, 2003 announcing
the pricing of $200 million of its 8 1/8% senior
subordinated notes due 2012.

Fisher filed a Current Report on Form 8-K,
dated March 11, 2003, reporting item 9, relating to
its receipt of formal consent from the holders of its 8.125%
senior subordinated notes due 2012 to amend the indenture for
such notes.

Fisher filed a Current Report on Form 8-K,
dated May 5, 2003, reporting items 7, 9 and 12, announcing
its financial results for the three months ended March 31,
2003.

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##### Table of Contents






SIGNATURE

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                                                 
| | ------------------------------------------------
| | FISHER SCIENTIFIC INTERNATIONAL INC.            
|
| | /s/ KEVIN P. CLARK                              
| |                                                 
| | Kevin P. Clark                                  
| | Vice President and Chief Financial
    Officer  
| | (Principal Financial and Accounting
    Officer)

Date: May 15, 2003

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##### Table of Contents



CERTIFICATIONS

I, Paul M. Montrone, certify that:



| |    |                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1) | I have reviewed this quarterly report on
    Form 10-Q of Fisher Scientific International Inc.;                                                                                                                                                                                                                                                   
|
| | 2) | Based on my knowledge, this quarterly report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    quarterly report;
|
| | 3) | Based on my knowledge, the financial statements,
    and other financial information included in this quarterly
    report, fairly present in all material respects the financial
    condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4) | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |    |                                                                                                                                                                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this quarterly report is being prepared;
|
| | b) | Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) | Presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |    |                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5) | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | All significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6) | The registrants other certifying officers
    and I have indicated in this quarterly report whether or not
    there were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |     |                     
| | --- | --------------------
| | By: | /s/ PAUL M. MONTRONE

| |                                     
| | ------------------------------------
| |                                     
| | Paul M. Montrone                    
| | Chief Executive Officer             
| | Fisher Scientific International Inc.

Date: May 15, 2003

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##### Table of Contents



CERTIFICATIONS

I, Kevin P. Clark, certify that:



| |    |                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1) | I have reviewed this quarterly report on
    Form 10-Q of Fisher Scientific International Inc.;                                                                                                                                                                                                                                                   
|
| | 2) | Based on my knowledge, this quarterly report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    quarterly report;
|
| | 3) | Based on my knowledge, the financial statements,
    and other financial information included in this quarterly
    report, fairly present in all material respects the financial
    condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4) | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |    |                                                                                                                                                                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this quarterly report is being prepared;
|
| | b) | Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) | Presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |    |                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5) | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | All significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6) | The registrants other certifying officers
    and I have indicated in this quarterly report whether or not
    there were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |     |                   
| | --- | ------------------
| | By: | /s/ KEVIN P. CLARK

| |                                     
| | ------------------------------------
| |                                     
| | Kevin P. Clark                      
| | Chief Financial Officer             
| | Fisher Scientific International Inc.

Date: May 15, 2003

26